WORLD ACCEPTANCE CORP — Prospectus 2007

Jan 9, 2007

424B3 1 g04995e424b3.htm WORLD ACCEPTANCE CORPORATION World Acceptance Corporation PAGEBREAK

Filed Pursuant to Rule 424(b)(3) Registration No. 333-139445

PROSPECTUS SUPPLEMENT DATED January 9, 2007 (To Prospectus Filed December 18, 2006)

3.00% Convertible Senior Subordinated Notes Due 2011

1,762,519 Common Shares

This prospectus supplement, together with the prospectus described above, is to be used by certain holders of the securities referenced above, or by their transferees, pledgees, donees or their successors, in connection with the offer and sale of the securities. This prospectus supplement should be read in conjunction with the prospectus and is qualified by reference to the prospectus, except to the extent that the information contained in this prospectus supplement supersedes the information contained in the prospectus.

The table included in the section captioned “Selling Security Holders” commencing on page 19 of the prospectus is hereby amended to reflect the following new amount of notes, and common stock issuable upon conversion of the notes, for Nicholas Applegate U.S. Convertible Fund and to add the other selling security holders identified below and to reflect the notes, and common stock issuable upon conversion of the notes, for each of those selling security holders, as shown below:

						No. of
						Shares of
				No. of Shares		Common
	Amount of		Amount of	of Common	No. of Shares	Stock
	Notes	% of Notes	Notes Being	Stock	of Common	Owned
	Beneficially	Beneficially	Offered	Beneficially	Stock Being	After
Name of Selling Stockholder	Owned ($)	Owned	($) (a)	Owned (b)(c)	Offered (a)(c)	Offering (a)
Nicholas Applegate U.S. Convertible
Fund (d)(e)	$1,175,000	1.1 %	$1,175,000	18,827	18,827	0
Aristeia International Limited (f)(g)	4,293,000	3.9 %	4,293,000	68,786	68,786	0
Aristeia Partners LP (f)(h)	707,000	*	707,000	11,328	11,328	0
BP Amoco PLC Master Trust (e)(i)	1,090,000	1.0 %	1,090,000	17,465	17,465	0
Hotel Union & Hotel Industry of
Hawaii Pension Plan (e)(i)	162,000	*	162,000	2,596	2,596	0
The City of Southfield Fire & Police
Retirement System (e)(i)	40,000	*	40,000	641	641	0
United Technologies Corporation
Master Retirement Trust (e)(i)	403,000	*	403,000	6,457	6,457	0
Viacom Inc. Pension Plan Master Trust (e)(i)	55,000	*	55,000	881	881	0

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*	Less than 1%
(a)	Because the selling security holder may sell pursuant to the prospectus all or a
portion of the offered notes, and common stock issuable upon conversion of the notes, we
cannot know or estimate number or percentage of notes and common stock that the selling
security holder will hold upon the termination of any particular offering. Please refer to
the “Plan of Distribution” beginning on page 54 of the prospectus. The information
presented assumes that the selling security holder will fully convert the notes for cash
and shares of our common stock, and that the selling security holder will sell all shares
of our common stock that it receives pursuant to such conversion.
(b)	Includes shares of our common stock issuable upon conversion of the notes.
(c)	The number of shares of our common stock issuable upon conversion of the notes is
calculated to be the maximum number of shares issuable upon conversion assuming (i) the
value of the notes approach an infinite amount at the time of conversion, with the
$110,000,000 principal amount paid in cash and the remaining value paid in shares of our
common stock, and (ii) the conversion of the full amount of notes held by the selling
security holders at the initial conversion price of $62.41, which corresponds to the
initial conversion rate of 16.0229 shares per $1,000 principal amount of the notes.
Accordingly, the number of shares of our common stock to be offered using this prospectus
may be less than the amount shown. Fractional shares will not be issued upon conversion of
the notes. Instead, we will pay cash in lieu of fractional shares, if any. Due to the
effects of rounding, the numbers shown in this column do not equal exactly 16.0229 shares
per $1,000 principal amount of the notes.
(d)	This selling security holder has delegated full investment authority to
Nicholas-Applegate Capital Management LLC (“Nicholas-Applegate”), as investment adviser,
over these securities, including full dispositive power. The Chief Investment Officer of
Nicholas-Applegate is Horatio A. Valeiras, CFA, who, in such capacity, has oversight
authority over all portfolio managers at Nicholas-Applegate. Nicholas-Applegate is an
affiliate of Nicholas-Applegate Securities LLC, a limited purpose broker-dealer organized
for the sole purpose of distributing mutual funds sponsored by Nicholas-Applegate.
(e)	This selling security holder has indicated that to its knowledge it does not own
any shares of our common stock other than shares issuable upon conversion of the notes.
For purposes of this table, we have assumed that it does not.
(f)	This selling security holder has declined to indicate to us whether to its
knowledge it owns any shares of our common stock other than shares issuable upon conversion
of the notes. For purposes of this table, we have assumed that it does not.
(g)	Aristeia Capital LLC is the investment manager for Aristeia International
Limited. Aristeia Capital LLC is jointly owned by Kevin Toner, Robert H. Lynch Jr.,
Anthony Frascella and William R. Techar, who have voting or investment control over these
securities.
(h)	Aristeia Advisors LLC is the general partner for Aristeia Partners LP. Aristeia
Advisors LLC is jointly owned by Kevin Toner, Robert H. Lynch Jr., Anthony Frascella and
William R. Techar, who have voting or investment control over these securities.

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(i) Representatives of this securityholder have advised us that voting and dispositive powers with respect to the notes or our common stock issuable upon conversion of the notes held by this securityholder are held by John Gottfurcht, George Douglas and Amy Jo Gottfurcht, principals of SSI Investment Management Inc., the investment advisor of this securityholder.

The amended table is based solely on the most current information provided to us by the selling security holder named above. This selling security holder has not, within the past three years, held any position or office with us or any of our predecessors or affiliates, or had any other material relationship with us or any of our predecessors or affiliates.

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